MONDRA GLOBAL LIMITED – TERMS AND CONDITIONS

Your attention is particularly drawn to the provisions of clause 11 (Limitation of liability).

1. Introduction

1.1      Mondra Global Limited (company number 12485878) (Mondra or we/us/our) is a company registered in England and Wales and our registered office is at 11th Floor, DMH Stallard, New Fetter Lane, 6 New Street Square, London, United Kingdom, EC4A 3BF. We operate the website mondra.com (the Platform).

1.2       These terms and conditions (Terms) apply to the supply of Services by Mondra to You. They apply to the exclusion of any other terms that You seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

1.3       Clause 17 explains the meanings of capitalised terms used in these Terms.

2.1      When You register on the Platform You will be prompted to submit Your details and details of the Sites in respect of which you would like to receive the Services. The submission of Your details and details of Sites represent an offer to receive the Services subject to these Terms.

2.2      If Mondra accepts your offer made under clause 2.1, and has received Your details through the Platform, we will send You an email (Email Confirmation) to confirm:

                  (a)      when Mondra is able to start providing the Services (the Services Start Date); and

                  (b)     the number of User Subscriptions you will receive.

2.3      If Mondra is unable to supply You with the Services for any reason, we will inform You of this by email and we will not process Your request (made under clause 2.1) any further.

2.4      The agreement between You and Mondra for the provision of the Services will be made up of the Email Confirmation and these Terms (Agreement).

3.1      The Agreement will be formed on the date of Mondra’s email described in clause 2.2.

3.2      Unless terminated earlier in accordance with clause 12 or this clause, the Agreement shall continue until terminated by one party giving to the other party no less than 30 days’ notice to terminate the Agreement.

4.1      Mondra shall supply the Services to You, using reasonable care and skill, from the Services Start Date.  

4.2      On formation of the Agreement pursuant to clause 2.2. Mondra grants to You a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Services during the Term solely for Your internal business operations.

4.3      The undertaking at clause 4.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Mondra’s instructions, or modification or alteration of the Services by any party other than Mondra or Mondra’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Mondra will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide You with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes Your sole and exclusive remedy for any breach of the undertaking set out in clause 4.1

in respect of the Services.

4.4      Mondra shall use commercially reasonable endeavours to make Services available 24 hours a day, seven days a week, except for:

(a) planned maintenance carried out during the maximum maintenance window of 6.00 pm to 8.00 am UK time;

and

(b) unscheduled maintenance, provided that Mondra has used reasonable endeavours to give You at least 6 Normal Business Hours' notice in advance.

For the purposes of this clause 4.4, Normal Business Hours are 9 a.m. to 5 p.m. inclusive (UK time) on Business Days.

4.5      Mondra does not warrant that:

                  (a) Your use of the Services will be uninterrupted or error free;

                  (b) the Services and/or the information You obtain through the Services will meet Your requirements; or

                  (c) the Software or the Services will be free from vulnerabilities or Viruses.

4.6      Mondra is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

4.7      Mondra warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement.

4.8      Mondra shall perform regular back-ups of Your Product Data. In the event of any loss or damage to Your Product Data then save where the loss of Your Product Data constitutes a breach of clause 13, Your sole and exclusive remedy against Mondra shall be for Mondra to use reasonable commercial endeavours to restore the lost or damaged Your Product Data from the latest back-up of such Your Product Data maintained by Mondra. Mondra shall not be responsible for any loss, destruction, alteration or disclosure of Your Product Data caused by any third party (except those third parties sub-contracted by Mondra to perform services related to Your Product Data maintenance and back-up for which it shall remain fully liable).

4.9      Mondra reserves the right to amend the Agreement and/or the Services if necessary to comply with any applicable law or regulatory requirement, and Mondra shall notify You in any such event.

4.10      Mondra will use all reasonable endeavours to meet any performance dates specified in the Email Confirmation, but any such dates are estimates only and failure to perform the Services by such dates will not give You the right to terminate the Agreement. You agree that Mondra shall not be liable for any delays or failures which are caused wholly or partly by You or any Supplier and/or other related party, including any delay or failure in the supply of data, information or services.

5.1      You undertake that each Authorised User shall keep a secure password for their use of the Platform, and that each Authorised User shall keep their password confidential.

6.1      You shall not access, store, distribute or transmit any Viruses, or any material during the course of Your use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) is otherwise illegal or causes damage or injury to any person or property, and Mondra reserves the right, without liability or prejudice to its other rights, to disable Your access to any material that breaches the provisions of this clause.

6.2      You shall not:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means;

or

(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or

(b) access all or any part of the Software in order to build a product or service which competes with the Services;

(c) use the Services to provide services to third parties;

or

(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users;

or

(e) attempt to obtain, or assist third parties in obtaining, access to the Software or the Platform; or

(f) introduce or permit the introduction of, any Virus or vulnerability into Mondra’s network and information systems.

6.3      You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software and the Platform and promptly notify Mondra of any such unauthorised access or use.

7.1      You shall:

(a) provide Mondra with all necessary access to information and co-operation as may reasonably be required by Mondra in order to provide the Services;

(b) use best efforts to ensure that all information You directly provide to Mondra is complete and accurate, and use reasonable endeavours to keep that information up to date;

(c) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

(d) comply with all applicable laws in relation to the Agreement;

and

(e) be, to the extent permitted by law and except as otherwise expressly provided in the Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Platform, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet.

7.2      If Mondra’s performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by You, Your employees, agents or Authorised Users, or failure by You to perform any relevant obligation (Default):

(a) without limiting or affecting any other right or remedy available to it, Mondra shall have the right to suspend performance of the Services until You remedy the Default, and to rely on the Default to relieve it from the performance of any of its obligations in each case to the extent the Default prevents or delays Mondra’s performance of any of its obligations;

and

(b) Mondra shall not be liable for any costs or losses sustained or incurred by You arising directly or indirectly from Mondra’s failure or delay to perform any of its obligations as set out in this clause 7.2.

7.3      You shall not oppose or seek to prevent any of Your Suppliers from procuring any services from Mondra.

8.1      Mondra does not currently charge a fee for providing the Services. However, Mondra reserves the right to introduce a fee or charge for the Services in the future, and/or to require payment of fees or charges in return for the supply of enhanced or additional features. In such circumstances. Mondra shall adopt the procedure set out in clause 8.2.

8.2      If Mondra intends to introduce a fee or charge for the Services in the future, and/or to require payment of fees or charges in return for the supply of enhanced or additional features (in either case, a Change), it will send to You a notice, including as a minimum:

(a) a description of the Change;

(b) details of the effect of the proposed Change on the Services and/or any applicable charges

(c) any changes to other terms of the Agreement;

(d) the timeframe within which You must either accept or reject the Change; and

(e) provision for signature by You and Mondra.

8.3      If, following Your receipt of a notice pursuant to clause 8.2:

(a) You agree the terms of that notice, You and Mondra will sign it and that signed notice will amend the Agreement;

(b) You reject the terms of that notice or You do not provide a response to Mondra within the required timeframe, Mondra may, without prejudice to any other right or remedy it may have, terminate the Agreement on giving You one month’s written notice.

9.1      Mondra acknowledges that Your Product Data constitute Your (or your licensors’) confidential information, and (subject to clause 9.2) Mondra shall only use Your Product Data for the purpose of providing the Services or as permitted by clause 9.6 or by clause 13.

9.2      You grant Mondra a fully paid-up, non-exclusive, royalty-free, non-transferable licence to: (a) process Your Product Data as necessary to calculate, produce or otherwise determine (i) Environmental Impact Metrics for the Own Brand Products, (ii) Refined Impact Metrics for the Private Label Products; and (iii) Anonymised Data; and (b) copy and modify any materials provided by You to Mondra for the term of the Agreement for the purpose of providing the Services to You.

9.3      You acknowledge that Mondra and/or its licensors own all Intellectual Property Rights in:

(a) the Software and the Platform; and

(b) the Environmental Impact Metrics and Refined Impact Metrics.

Except as expressly stated herein, the Agreement does not grant You any Intellectual Property Rights to, under or in respect of the Software, the Platform or the Environmental Impact Metrics or the Refined Impact Metrics.

9.4      You acknowledge that the relevant Downstream Brand Owner owns the Intellectual Property in the Downstream Brand Owner Data. Except as expressly stated herein, this Agreement does not grant You any Intellectual Property Rights to, under or in respect of the Downstream Brand Owner Data.

9.5      Mondra confirms that it has all the rights in relation to the Software and the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Agreement.

9.6      You acknowledge and agree that Mondra may extract, manipulate, combine or aggregate data derived from Your Product Data to produce Anonymised Data and/or indicative Environmental Impact Metrics for a type of consumer product PROVIDED THAT such data does not directly or indirectly identify You (or Your customers or Your Suppliers). By way of example, Mondra may extract certain of Your Product Data and combine it with other of its clients’ data in order to produce indicative Environmental Impact Metrics for a generic product.

9.7      All Intellectual Property Rights in or arising out of or in connection with the Services, including the Anonymised Data, Environmental Impact Metrics, Refined Impact Metrics and indicative Environmental Impact Metrics for generic products produced using the Your Product Data pursuant to clause 9.6 (but excluding any Intellectual Property Rights in any materials provided by You and Your Product Data), shall vest in and be owned by Mondra. Mondra shall be free to copy, use, modify, distribute, license, or otherwise exploit such data without any restriction, including within the Platform. For the avoidance of doubt, this clause 9.7 only applies to data to the extent that it does not directly or indirectly identify You, Your customers or Your Suppliers.

9.8      Mondra grants You, or shall procure the direct grant to You of, a fully paid-up, worldwide, non-exclusive, royalty-free licence to use for Your own internal business purposes, without the right to grant sub-licences, the Environmental Impact Metrics for the Own-Brand Products and the Refined Impact Metrics for the Private Label Products and any other digital reports or analysis provided through the Platform as part of the Services, provided that, following termination or expiry of the Agreement, such licence shall be limited to such Environmental Impact Metrics, Refined Impact Metrics or other digital reports and analysis which have been printed or downloaded from the Platform prior to termination or expiry of the Agreement.

9.9      Nothing in clause 9.8 shall imply that You have a right to access the Platform, or require Mondra to provide copies of information held on the Platform to You, following termination of the Agreement.

9.10    You acknowledge that the Environmental Impact Metrics and Refined Impact Metrics are indicative only. Mondra does not warrant or represent that the Environmental Impact Metrics or Refined Impact Metrics are accurate or complete, and You acknowledge that any reliance that You choose to place upon the Environmental Impact Metrics and Refined Impact Metrics is done at Your own risk. You agree that You will not use or display Mondra’s name in connection with the Environmental Impact Metrics or Refined Impact Metrics on any packaging or other marketing material for or relating to the Products, except to the extent agreed in writing with Mondra.

10.1      Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 10 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

10.2      The parties acknowledge that for the purposes of the Data Protection Legislation, both parties are acting as controllers in relation to personal data exchanged between the parties under the Agreement.

10.3      Without prejudice to the generality of clause 10.1, both parties will ensure that they have all necessary appropriate consents and notices in place to enable lawful transfer of any personal data they are required to transfer to the other party for the duration and purposes of the Agreement.

11. Limitation of Liability

YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.

11.1      Except as expressly and specifically provided in the Agreement:

(a) You assume sole responsibility for results obtained from Your use of the Services, and for conclusions drawn from such use. Mondra shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Mondra by You in connection with the Services, or any actions taken by Mondra at Your direction;

(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement; and

(c) the Services are provided to You on an "as is" basis.

11.2      Nothing in the Agreement limits any liability which cannot legally be limited, including liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; and (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

11.3      You agree that, as You are receiving the Services free of charge, it is reasonable that Mondra shall, save as provided under clause 11.2, have no liability of any kind in any circumstances whatever including negligence  to You in respect of the Software or the Services and that it gives no warranty of any kind respecting the Software or the Services. For the same reasons, all statutory and implied warranties, terms and conditions are excluded to the full extent allowed by law.

11.4      Subject to clause 11.2, You agree that You have sole responsibility for the protection of Your data during your receipt of the Services and that Mondra shall have no liability in any circumstances whatever including negligence for any data loss or corruption.

11.5      Subject to clause 11.2, neither party shall be liable to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, under or in connection with the Agreement, for: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software; (f) loss of or damage to goodwill; or (g) indirect or consequential loss.

11.6      You understand and agree that You will not be a party to the contract between Mondra and any of Your Suppliers or customers, and that Mondra has no liability to You for any services or goods provided to any of Your Suppliers or customers under such contract.

11.7      Nothing in these Terms limits or affects the exclusions and limitations set out in our Website Terms and Conditions.

11.8      This clause 11 will survive termination of the Agreement.

12.1  Without affecting any other right or remedy available to it, either party may terminate the Agreement with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of the Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

                  or

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

12.2      On termination or expiry of the Agreement, unless otherwise agreed by Mondra:

(a) all licences granted under the Agreement shall immediately terminate (save to the extent provided in clause 9.8) and You shall immediately cease use of the Services and the Platform; and

(b) Mondra shall anonymise all of Your Product Data in its possession to ensure that it is not reasonably practicable to identify that such data originated from You, Your customers or Your Suppliers.

12.3      Termination of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.

12.4      Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement (including this clause 12 and clause 13) shall remain in full force and effect.

13.1      Each party undertakes that it shall not at any time during the Agreement, and for a period of five years after termination of the Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 9, clause 13.2, clause 13.3, clause 13.4 or clause 13.5.

13.2      Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 13; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

13.3      To the extent authorised by the relevant Downstream Brand Owner, Mondra shall share the Environmental Impact Metrics it has calculated using the Downstream Brand Owner Data in relation to the Private Label Products with you through the Platform. You agree to keep these Environmental Impact Metrics confidential and only use them for the purpose of receiving the benefit of the Services.

13.4      You may authorise Mondra to disclose the Refined Impact Metrics to one or more Downstream Brand Owners using the functionality provided on the Platform. In addition, Mondra shall be entitled to disclose to the Downstream Brand Owners the nature of the Services being provided under the Agreement and any other information or data to the extent agreed with You from time to time, or which you authorise Mondra to share with one or more specific Downstream Brand Owner(s) using the functionality provided on the Platform.

Any such authorisation shall be irrevocable, and shall continue in force notwithstanding the termination of this Agreement.

13.5      Mondra shall be entitled to disclose the following information to Your Suppliers to the extent necessary in order to deliver the Services: (i) Your name, (ii) the identity of the Products, (iii) the nature of the Services being provided under the Agreement; and (iv) any other information to the extent agreed with You from time to time, or which You authorise Mondra to share with a Supplier using the functionality provided on the Platform.

13.6      Neither party shall use the other party's confidential information for any purpose other than to perform its obligations under the Agreement.

14.1      We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Agreement that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

14.2      If an Event Outside Our Control takes place that affects the performance of our obligations under the Agreement, we will contact You as soon as reasonably possible to notify You and our obligations under the Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with You after the Event Outside Our Control is over.

15.1      When we refer to "in writing" in these Terms, this includes email

and communications made between You and us using the webchat communications functionality on the Platform.

15.2      Any notice or other communication given by one of us to the other under or in connection with the Agreement must be in writing using the webchat communications functionality on the Platform or email.

15.3      A notice or other communication is deemed to have been received: if sent by email or using the webchat communications functionality on the Platform, at 9.00 am the next working day after transmission.

15.4      In proving the service of any notice by email, it will be sufficient to prove that such email was sent to the specified email address of the addressee.

15.5      The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

16.1      Entire agreement. The Agreement is the entire agreement between You and Mondra in relation to its subject matter. You acknowledge that You have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Agreement.

16.2      Assignment and transfer. We may assign or transfer our rights and obligations under the Agreement to another entity. You may only assign or transfer Your rights or Your obligations under the Agreement to another person if we agree in writing.

16.3      Variation. Any variation of the Agreement only has effect if it is in writing and signed by You and us (or our respective authorised representatives).

16.4      Waiver. If we do not insist that You perform any of Your obligations under the Agreement, or if we do not enforce our rights against You, or if we delay in doing so, that will not mean that we have waived our rights against You or that You do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by You.

16.5      Severance. Each clause of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining clauses will remain in full force and effect.

16.6     Third party rights. 

Save for clause 14.3 which confers a benefit on, and is enforceable by, a Downstream Brand Owner, no other person has any rights to enforce any of the terms of the Agreement. The rights of the parties to rescind or vary the Agreement are not subject to the consent of any other person.

16.7      Governing law and jurisdiction. The Agreement is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Agreement to the exclusive jurisdiction of the English courts.

17.1 The following definitions and rules of interpretation apply in these Terms:

Affiliate(s): any entity that directly or indirectly controls, is controlled by, or is under common control with another entity. In this definition “control” shall have the meaning given to it in section 1124 of the Corporation Tax Act 2010.

Agreement: the agreement made between You and us relating to provision of the Services, incorporating these Terms and the Email Confirmation.

Anonymised Data: anonymised data relating to a Product, component, ingredient or process which is created by us using Your Product Data and/or Downstream Brand Owner Data.

Authorised Users: those of Your employees, agents and contractors who are authorised by You to access the Platform in accordance with the Agreement.           

            

Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Change: as defined in clause 8.2.

Default: has the meaning given in clause 7.2.

Controller and personal data: as defined in the Data Protection Legislation.

Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended, and all other applicable legislation and regulatory requirements in force from time to time relating to the use of personal data.

Downstream Brand Owner(s): Mondra’s downstream brand owner clients (excluding You, if You or your Affiliates produce Own-Brand Products), together with any other brand owner who invites You to connect through the Platform, and whose invitation You accept, from time to time.

Downstream Brand Owner Data: data provided by a Downstream Brand Owner to us in relation to one or more Private Label Products, which could include Private Label Product names, ingredients, supplier names and contact details, sourcing, processing methods, packaging types and sales volumes (but which, for the avoidance of doubt, does not include the Anonymised Data).

Email Confirmation: the email from Mondra to You setting out key details in relation to the Services, as explained in clause 2.

Environmental Impact Metrics: results and/or metrics in relation to a Product or component of a Product (i.e. ingredients, distribution, processing, packaging and retail) to identify its environmental impact in relation to carbon; water usage (adjusted for scarcity); water pollution (i.e. eutrophication potential); and biodiversity derived from land use.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Mondra or we or us: Mondra Global Limited (company number 12485878), a company registered in England and Wales whose registered office is at 11th Floor, DMH Stallard, New Fetter Lane, 6 New Street Square, London, United Kingdom, EC4A 3BF

Own-Brand Data: data provided by You to us in relation to one or more Own-Brand Products, which could include Own-Brand Product names, ingredients, supplier names and contact details, sourcing, processing methods, packaging types and sales volumes (but which, for the avoidance of doubt, does not include the Anonymised Data).

Own-Brand Products: all products produced by You (or Your Affiliate(s)) at the Sites and which You or your Affiliate(s) market to consumers under Your (or Your Affiliate(s)’) brand.

Platform: the online platform at https://mondra.com, or any other website notified by us to You from time to time.

Private Label Products: all products produced by You at the Sites for and/or on behalf of one or more Downstream Brand Owner(s).

Product: a Private Label Product or an Own-Brand Product.

Refined Impact Metrics: Environmental Impact Metrics of a Private Label Product as refined using Your Product Data.

Services: the freemium services provided by us to You via the Platform, pursuant to which Mondra provides Environmental Impact Metrics using Your Product Data, carried out using Mondra’s proprietary methodology for assessing environmental impacts associated with all the stages of a life cycle of a product, process or service, as detailed here. 

Services Start Date: the date upon which Mondra is able to begin to supply the Services to You, as notified to You by Mondra. The Confirmation Email will include an indicative Services Start Date.

Site: the last location at which a Product is manufactured, processed or prepared by You prior to transport and sale to Your customer. The Sites in respect of which the Services will be provided shall be confirmed in the Email Confirmation.

Software: the online software applications provided by Mondra as part of the Services.

Supplier: a supplier of goods or services in relation to a Product (whether direct or indirect), as part of the supply chain towards the origin of a raw material, or as part of the supply chain dealing with distribution and delivery in order to make Products available to consumers.

Term: the term of the Agreement, as described in clause 3.

User Subscriptions: the user subscriptions held by You which entitle Authorised Users to access and use the Platform in accordance with the Agreement.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

You, Your or Yours: the entity which registers and requests the provision of the Services through the Platform subject to these Terms.

Your Product Data: any data provided by You to us in relation to Private Label Products on Your own behalf through the Platform, including ingredients, supplier names and contact details, sourcing, processing methods, packaging types and sales volumes (but which, for the avoidance of doubt, does not include the Anonymised Data) and any Own-Brand Data you supply to us from time to time.

Your Supplier: a Supplier of Yours.

17.2      Interpretation: In the Agreement: (a) a reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision; (b) any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; (c) a reference to writing or written includes email; (d) the Email Confirmation forms part of the Agreement. Any reference to the Agreement includes the Email Confirmation; (e) if there is any conflict or inconsistency between these terms and conditions and the Email Confirmation, the Email Confirmation shall take precedence; and (f) a reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).